EXHIBIT 10.16
UNILAB CORPORATION
November 23, 1999
Xxxxx & Company, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Unilab Corporation ("the Company"), xxxxxx agrees to retain you,
Xxxxx & Company, Inc. ("Xxxxx"), to provide financial advisory and other
services to the Company. In consideration of providing such services, the
Company will pay Xxxxx (i) a fee of $6,000,000 in cash, which amount shall be
paid substantially concurrently with the consummation of the merger of UC
Acquisition Sub, Inc. ("Merger Sub") with and into the Company (the "Merger")
and (ii) an annual fee of $600,000, which shall be payable, with respect to the
remainder of 1999, on the date hereof on a pro rata basis and thereafter shall
be payable in full on January 1 of each calendar year. The Company shall also
reimburse Xxxxx promptly for Xxxxx'x out-of-pocket costs and expenses incurred
in connection with the Merger and the other transactions contemplated by the
Agreement and Plan of Merger between the Company and Merger Sub dated May 24,
1999 as amended (the "Merger Agreement") and the performance of services by
Xxxxx hereunder.
The Company agrees to indemnify and hold harmless Xxxxx and each
of its partners, directors, officers, employees, representatives, agents,
affiliates and controlling persons (collectively, the "Indemnified Persons")
from and against any and all losses, claims, damages, liabilities or expenses
(including, without limitation, any legal or other expenses reasonably incurred
by any Indemnified Person in connection with defending or investigating any such
action or claim) to which any Indemnified Person may become subject under any
applicable federal or state law, or otherwise, related to or arising out of the
performance of services for the Company or its successor or successors, or
related to or arising out of the Merger or any of the other transactions
contemplated by the Merger Agreement (including the financing of the Merger)
except to the extent that any such loss, claim, damage, liability or
Xxxxx & Company, Inc.
November 23, 1999
Page 2
expense is held in a final non-appealable judgment by a court of competent
jurisdiction to have primarily resulted from such Indemnified Person's bad
faith, willful misconduct or gross negligence.
This Letter Agreement shall be governed by the laws of the State
of New York.
If the foregoing correctly sets forth our agreement, please so
indicate by signing a counterpart of this letter whereupon it shall become a
binding agreement between us.
Very truly yours,
UNILAB CORPORATION
By: /s/ illegible
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Accepted and agreed
as of the date first
above written
XXXXX & COMPANY, L.P.
By: Xxxxx & Companies
General Partner
By: /s/ illegible
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